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HomeMy WebLinkAboutJulota i MC Contract#20-072 1 I MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("MOU"), is dated July 21, 2020, (the "Effective Date") and outlines the general understanding between TouchPlrase Development,LLC d/b/a Julota("Julota") and Mason County'Public Health, Washington("Customer") and sets forth the terms and conditions of the parties relationship until and in contemplation of a formal agreement being entered into between Julota and Customer (the "Transaction"). Julota and Customer may be referred to individually as a "Party"or collectively as the"Parties." The Parties agree as follows: 1. Services. I Installation of Julota Implementation for the LEAD and EMS programs. bur implementation package i covers: • customization of the Julota platform for the LEAD and QRT hubs workflows and.program strategies • migration of existing data from the hubs into their Julota platform • initial training for the hubs • additional platform customization for the hub's reporting needs. Julota provides a platform for municipalities, counties and states such as Customer: a)to provide services directly to individuals seeking assistance through it; b) to coordinate with other individuals or organizations to provide services to individuals seeking assistance that it does not provide directly;.c) to cooperate and .collaborate with other organizations to identify services needed for individuals seeking assistance; or d) to assemble, monitor and direct the care of individuals seeking assistance (the "Program"). Julota offers numerous services through the Program that Customer may choose to utilize, which Julota typically provides pursuant to a SaaS Agreement and statements of work, i.e., a formal agreement. 2. Financial Terms. Covering all LEAD and QRT one-time implementation services outlined in the Mason County LEAD Proposal: One-time Fees Qty Price. Per Total Implementation Package per Hub 2 $2,800 $5,600 Workflow understanding and guidance 1 h7cluded Included PDF Workflow Training Documents 1 hicluded Included Premium Launch Support(7 days) 1 Included h7rh0ed Sixty (60) Minute Video Training Sessions 2 Included Included Custom Forms and Assessments 2 Included hichided Dataset Migration 1 Included Included CJIS/SAMHSA 42 CFR Part 2 Workflow Validation 3 $5,000 $15,000 Total One-time Fees $20,600 1 1 i t Customer may utilize services through the Program before finalizing and entering into a definitive formal.agreement with.Julota. Any services that are utilized by Customer before a formal agreement is entered into will be charged to Customer at the rates set forth in Exhibit A. All payments shall be paid within 30 days of the date on the invoice. Payments should be made payable to"Julota"and sent to the following address: E Julota Attention: Accounting Department 1.02 S. Tejon St., Suite 1100 Colorado Springs, CO 80903 Julota may change the payment method provided it does so in writing to Customer. Customer shall also pay all sums expended(including,without limitation,reasonable legal fees) in collecting overdue payments. 3.. License Term. 3 The term of this MOU will continue until a formal agreement is executed or either of the Parties terminate. Any services provided pursuant to this.MOU will terminate upon termination of this MOU absent the Parties entering into a more formal ag eeinent providing for said services. Any payment obligations that have accrued before the end of the term of this MOU will survive the termination of this MOU(the"Term"). 4. Confidentiality. During the term of this MOU,it may be necessary for a pail to provide Confidential Information (as defined below)to the other panty. In such event,the disclosure and use of all Confidential Information. shall be in accordance with the following: a) "Confidential Information"means any protected health information,business or technical information relating to proprietary .ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing and current or future business plans and models, regardless of whether such information is designated as Confidential Information at the time of its disclosure. b) Confidential Information shall also include other valuable or sensitive information designated by the disclosing Party as confidential, either expressly or by the circumstances in which it as provided. c) Confidential Information shall not include: (i) information already known or independently developed by the receiving.Party; (ii) information that is a matter of public knowledge through no wrongful act of the receiving Party; (iii) information that is rightfully received by the receiving Party from a third party that was free to disclose it; and (iv) information that is disclosed to a third panty with the authorization of the disclosing Parry. d) Each Party shall limit disclosure of Confidential Information within its own organization to its directors, officers, members and/or employees on a need-to-know basis, and shall not disclose Confidential Information to any third party (whether an individual or entity) without prior written consent,except as required by applicable law. Each third party to whom such privilege is given must be 2 2 1 i advised of its confidential nature, of the terms of this MOU, and agree to enter into an agreement providing the same level of confidentiality as this MOU. Notwithstanding the foregoing,Julota ma use p' g Y g Y and disclose Confidential Information for the sole purpose of providing services pursuant to this MOU. e) This MOU shall not be construed as creating, conveying, transferring, granting or conferring upon either Party any rights, license or authority iii or to the information exchanged, except the limited right to use the Confidential Information as specified in this Section:4. Except as expressly provided herein, no license or conveyance of any intellectual property,rights is granted or implied by this MOU. S. License and Warranty. (a) By submitting to Julota any personal information or protected health information (collectively,"Personal Data."), as statutorily defined, Customer warrants that it has: (i) legal authority to disclose such Personal Data in compliance with all applicable privacy laws and(ii) if required by the applicable privacy laws,this MOU, or Julota's Privacy Policy or other policies,the necessary permissions,authorizations and consents from the individuals that Customer is assisting through the services provided by or through Julota and for the viewing and processing.of their Personal Data by Julota, its agents,third-party service providers, other organizations utilizing Julota's services to provide assistance to individuals. (b) Each party represents and warrants that it has the authority to enter into this MOU. Each signor represents and warrants that it has the authority to bind his/her respective organization to the terms of this MOU. 6. Limited Terms. i If the Parties are unable to agree upon the terms of a more formal agreement or if this MOU is otherwise terminated,the Parties will have no further.obligations to each other, except for any payment obligations that accrued prior to termination and its confidentiality obligations. WHEREFORE,the Parties acknowledge,that they have read and understand this Memorandum of Understanding and voluntarily accept.the terms set forth herein as of the Effective Date. JULOTA: CUSTOMER: Touc�h,PPhQrase Development,LLC Mason County Public Health,WA. Name: Scott A. Cravens Name. Its: CEO Its: Date: 7/30/2020 Date: 3 3'